Articles Posted in Business Law

The Supreme Court affirmed the declaration of the district court that the fair market value of Fred Assam’s ownership interest in the law firm of Fredericks Peebles & Morgan LLP (FPM) was $590,000.
After Assam voluntarily withdrew from the firm, FPM filed this suit seeking a declaration of the parties’ rights under a governing partnership agreement. The Supreme Court affirmed the district court’s order declaring Assam’s interest in FPM to be $590,000 and that FPM should pay Assam that amount according to the terms of the agreement, holding that the district court did not err by (1) finding there was no conflict between District of Columbia and Nebraska substantive law governing the determination of Assam’s equity interest; (2) finding FPM did not breach the partnership agreement; (3) adopting the opinion of FPM’s expert in determining Assam’s equity interest; and (4) failing to award Assam a money judgment and attorney fees. View "Fredericks Peebles & Morgan LLP v. Assam" on Justia Law

The Supreme Court affirmed the order of the district court affirming that county court’s grant of summary judgment against Plaintiff on her claim that Defendants tortiously interfered with her business relationship with her employer.
On appeal, Plaintiff argued, in part, that there existed a genuine issue of material fact concerning whether interference by Defendants was justified. The Supreme Court disagreed, holding (1) the undisputed facts showed that Defendant’s actions were justified because they provided truthful information to Plaintiff’s employer about Plaintiff; and (2) therefore, Defendants could not incur liability for interfering with Plaintiff’s business relationship with her employer. View "Thompson v. Johnson" on Justia Law

In this appeal from an order denying intervention in a corporation dissolution, the Supreme Court affirmed, holding that the intervenors were seeking only to relitigate matters already decided by the court. Specifically, the court held (1) because the intervenors were seeking to use intervention as a vehicle for relitigating issues previously determined by the court, the complaint in intervention was properly stricken; and (2) the intervenors’ argument that even if their interests did not support statutory intervention the district court should have permitted them to intervene as a matter of equity was not appropriate for consideration on appeal. View "Wayne L. Ryan Revocable Trust v. Ryan" on Justia Law

In 2000, doctors Strohmyer, Naegele, and Mantler formed Papillion Family Medicine, P.C. (PFM). In 2013, Strohmyer provided notice that he was leaving PFM to start his own medical practice. Strohmyer then sued PFM, Naegele, and Mantler (collectively, Defendants), alleging that Defendants failed to “buy out” Strohmyer and pay associated director fees following his departure and improperly calculated the value of PFM’s stock, assets, and goodwill. Defendants counterclaimed. The district court found (1) PFM was not a corporation under the laws of Nebraska; (2) the buyout clause was so ambiguous as to be unenforceable; (3) the value of Strohmyer’s stock was $104,200; (4) Strohmyer was due $9,389 in unpaid compensation; and (5) Strohmyer damaged PFM in the amount of $30,673. The Supreme Court affirmed in part and reversed and remanded in part, holding that the district court (1) did not err in its valuation of Strohmyer’s shares, finding that PFM had no goodwill for which Strohmyer was entitled to compensation, and failing to award compensation for director fees and salary; but (2) erred in finding that Strohmyer breached a fiduciary duty by continuing to accept Medicaid patients, in holding Strohmyer liable for a physical assistant’s continuing treatment of Medicaid patients, and in its calculation of damages based on those claims. View "Strohmyer v. Papillion Family Medicine" on Justia Law

ACI Worldwide Corp. sued Baldwin Hackett & Meeks, Inc., its cofounders, and other company principals (collectively, BHMI), alleging that BHMI misappropriated its trade secrets. BHMI counterclaimed, alleging that ACI tortiously interfered with a business relationship and violated provisions of Nbraska’s unlawful restraint of trade statutes. In 2014, a jury found against ACI on its misappropriation claim. In 2015, a jury found in favor of BHMI on all of its counterclaims. ACI then filed posttrial motions to vacate the jury’s judgments, reopen the evidence, and grant a new trial on the basis that ACI had discovered new evidence. The district court overruled ACI’s posttrial motions. The Supreme Court affirmed, holding that the district court (1) did not abuse its discretion in overruling ACI’s motion to vacate the 2014 and 2015 judgments; and (2) did not abuse its discretion in awarding BHMI $2,732,962.50 in attorney fees. View "ACI Worldwide Corp. v. Baldwin Hackett & Meeks, Inc." on Justia Law

Janice M. Hinrichsen, Inc. (JMH) had a judgment against Risk Assessment and Management, Inc. (RAM) in a previous action. In the instant action brought under the Uniform Fraudulent Transfer Act (UFTA), JMH alleged that RAM had fraudulently transferred certain assets to Messersmith Ventures, LLC. The district court entered judgment in favor of JMH in the amount of $250. The Supreme Court affirmed in part and reversed in part, holding (1) the district court did not err when it implicitly found that, under the UFTA, a fraudulent transfer of assets had occurred; and (2) the monetary judgment awarded by the district court was not appropriate relief under the UFTA in this case, as the court instead should have ordered that MJH may levy execution on the assets that were transferred to Messersmith Ventures or the proceeds of such assets. View "Janice M. Hinrichsen Inc. v. Messersmith Ventures, LLC" on Justia Law

Ginger Cove Common Area Company sued Scott Wiekhorst for unpaid assessments. Wiekhorst filed a counterclaim alleging that Ginger Cover violated its fiduciary duty. After a bench trial, the district court entered judgment against Wiekhorst. Wiekhorst appealed, challenging an order entered two months earlier that overruled his motion to vacate or set aside an order of sanctions. The Supreme Court affirmed, holding (1) Wiekhorst properly waited until final judgment to appeal; but (2) because Wiekhorst failed to present a record to support his assigned error, this Court affirms the lower court’s decision regarding that error. View "Ginger Cove Common Area Co. v. Wiekhorst" on Justia Law

Plaintiff, as an individual and as an assignee, brought this action pro se to recover for wrongs allegedly committed against the assignor, a limited liability corporation (LLC). The district court dismissed the action, concluding (1) Plaintiff was attempting to litigate “the claim of another which has merely been assigned to him” and that Plaintiff was therefore engaging in the unauthorized practice of law because an attorney is required when the action is derived from a wrong to an LLC; and (2) therefore, the pleadings were a nullity. The Supreme Court affirmed, holding (1) an assignment of a distinct business entity’s cause of action to an assignee who then brings such suit requires that the assignee must be represented by counsel and cannot bring such action pro se; (2) by bringing the assigned claim, Plaintiff engaged in the unauthorized practice of law; and (3) therefore, Plaintiff’s filings were a nullity as a matter of law. View "Zapata v. McHugh" on Justia Law

A holdover franchisee is a franchisee who receives the benefits of an expired franchise agreement but fails to make payments to the franchisor per the agreement. Donut Holdings, Inc. (DHI) was the Nebraska parent corporation of LaMar’s Donuts International, Inc. (LaMar’s). LaMar’s was a franchise company with nine franchisees, including one in Springfield Missouri that was purchased by Risberg Stores, LLC, a Missouri entity, in 2002. At the time of the purchase, the store was operating under the terms of a 1994 franchise agreement entered into by Risberg Store’s predecessor. DHI filed a claim against Risberg Stores for royalty and marketing fees accruing after June 2009. Risberg Stores argued that it did not owe DHI fees because the parties’ written agreement ended in 2004. The district court ruled in favor of Risberg Stores, concluding that the franchise agreement ended in June 2009 and that DHI was not entitled to any payments thereafter. The Supreme Court affirmed, holding (1) DHI, the franchisor, did not have a breach of contract claim against Risberg Stores, the holdover franchisee; and (2) therefore, DHI was not entitled to fees under the contract. View "Donut Holdings, Inc. v. Risberg" on Justia Law

This appeal was the third appeal from a judicial dissociation of four partners from a family agricultural partnership. The partnership had assets consisting primarily of real estate. At issue before the Supreme Court was whether the district court, in recalculating the buyout distributions, correctly implemented the Court’s mandate from the second appeal. The Supreme Court affirmed the district court’s judgment, holding that the district court did not err in (1) excluding certain evidence; (2) calculating the buyout distribution on remand; and (3) ordering that such distributions be paid to the clerk of the district court. View "Robertson v. Jacobs Cattle Co." on Justia Law